How to write your Employment Non-Compete and Non-Disclosure
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Use cases for this template
HelioFin Analytics onboards a specialist while safeguarding client data
The Challenge
Fintech startup HelioFin Analytics needed to bring in data scientist Maya Ortiz on hourly terms, define billable versus bench work, cap expenses, and protect client models and financial data without chilling her ability to work elsewhere.
The Solution
They anchored the engagement with the employment and confidentiality agreement, then used Proposal Kit's document creation to produce a role-specific onboarding plan, a confidentiality brief, and a data-access matrix, while the AI Writer generated a security training deck and a client-facing summary of privacy controls, and line-item quoting prepared a supporting SOW budget aligning hours to milestones.
The Implementation
Using Proposal Kit, the team compiled an onboarding checklist, an IP inventory distinguishing pre-existing works from new deliverables, and a third-party component register, packaged the materials into a clean set of supporting documents, and attached a quoted work plan that mapped tasks, hourly rates, and not-to-exceed totals for leadership review.
The Outcome
Maya ramped in days, access stayed least-privilege, client audits passed, and leaders had transparent cost forecasts tied to milestones, all while preserving mobility and minimizing confidentiality risk.
Nimbus Creative responds to client poaching by a departed account manager
The Challenge
When former employee Jared Pike joined rival agency BrightForge Media and began contacting a marquee account, Nimbus needed to protect relationships under its non-solicitation and NDA terms, keep other employees informed, and avoid escalating into a costly dispute.
The Solution
Relying on the contract's relationship protections, Nimbus used Proposal Kit's document creation to assemble an incident timeline, customer contact log, and a communications plan. The AI Writer drafted an executive brief and internal talking points, and line-item quoting built a retention campaign budget as a supporting plan to stabilize the account.
The Implementation
The operations lead compiled evidence and compliance checklists, attached a witness summary and risk matrix, and circulated a prepared outreach script and schedule, all organized as supplemental documents that referenced the governing clauses without modifying the contract itself.
The Outcome
BrightForge halted outreach after receiving Nimbus's documented record. The client renewed, morale steadied, and the team gained a reusable response kit for any future non-solicitation issues.
Redwood Hydraulics scales a training program with tight IP controls
The Challenge
Manufacturer Redwood Hydraulics engaged independent contractor Lena Zhou to deliver specialized training across regions while guarding process trade secrets, clarifying pre-existing works and third-party licenses, and budgeting a multi-site rollout amid varying state expectations.
The Solution
With the contract setting core terms, Redwood used Proposal Kit's document creation to build standard operating procedures, a license registry, and training curricula. The AI Writer produced an operations manual and partner briefing on confidentiality practices, and line-item quoting laid out phased costs for travel, sessions, and materials.
The Implementation
They issued an IP schedule that excluded Lena's prior materials, compiled a components list and permissions, created a compliance calendar and offboarding checklist, and packaged the supporting documents for managers and plant leads to execute consistently.
The Outcome
The program launched on time with no leaks, auditors praised documentation quality, contractors acknowledged obligations, and finance tracked predictable spend against the quoted plan.
Abstract
This employment and confidentiality agreement sets clear terms for hourly work, reporting, expenses, and insurance while establishing a confidentiality agreement designed to protect trade secrets, proprietary information, and other sensitive information. It defines billable hours, bench time, and deliverables, and it requires monthly time reports so the Company can manage operations and income predictably. By requiring professional standards and prior approval, the agreement helps protect business interests and competitive advantage when employees gain access to financial information, technology, design methods, and client data.
Intellectual property clauses address different types of work. All deliverables created during the term belong to the Company or its clients, while Pre-Existing Works remain owned by the employee. The agreement grants the Company permission to use deliverables that include such topics, and it requires disclosure of any third-party resources. This structure protects confidential information, reduces risks, and avoids disputes by separating what one party owned before the engagement from what is created under the agreement, and by excluding personal, pre-existing code when appropriate.
The contract includes restrictive covenants focused on non-solicitation, not a broad ban on competition. Specifically, for a specified period of two years, the employee agrees to avoid soliciting the Company's customers and vendors. Unlike non-compete agreements, this does not restrict engaging in work for a competing business or a company that directly competes; instead, it targets preventing employees from using inside knowledge to poach relationships.
This aligns with legitimate business interests while supporting employee mobility and the ability to pursue future opportunities. Many states treat these clauses differently, and the Federal Trade Commission has proposed rule changes-FTC issued guidance around classifying certain non-compete practices as an unfair method of competition, with attention to any final rule. Organizations should decide on the scope and limitations with legal counsel to ensure the terms are enforceable and compliant with applicable regulations. Remedies include injunctive relief and specified liquidated damages, and the agreement establishes governing law, venue for disputes, and assignment limits. Either party may terminate on 30 days' notice.
Use cases include high-level employees with access to customers and partners, new employees receiving specialized training, and roles touching core technology or operations. NDAs and non-solicitation terms also suit independent contractor situations. Clear definition clauses, without distracting article breaks, help teams comply.
Proposal Kit can help you create employment contracts, NDAs, and non-solicitation clauses using document assembly, automated line-item quoting for hourly work, an AI Writer to build supporting documents, and an extensive template library that emphasizes ease of use.
Beyond the core terms, this structure helps a company manage transitions when a former employee joins a competing company. Non-solicitation agreements, like the two-year client and vendor restraint, are designed to protect confidential information without broadly restricting careers. They aim to establish fair restrictions that target relationship poaching and disclosing sensitive data rather than excluding lawful competition. Because differences in law exist across many states, organizations should design clauses they can enforce under varied circumstances and focus on preventing harm tied to the misuse of knowledge, not ordinary competition.
Several alternatives can work together to reduce risk: non-disclosure agreements NDAs to protect confidential information, invention and IP ownership provisions to capture work product, and tailored non-solicitation terms that may or may not extend to other employees. Clear notice, venue, and liquidated damages provisions further support compliance by clarifying how disputes will be handled if a former employer must act to stop ongoing solicitation or improper disclosure of customer lists. Narrow scope definitions, explicit exclusions for pre-existing works, and clear third-party disclosures help exclude overreach and show reasonableness.
Proposal Kit can streamline how teams assemble these packages. Its document assembly and template library make it easier to create employment contracts with coordinated NDAs and non-solicitation agreements, align line-item quoting with hourly terms, and use the AI Writer to write supporting documents so stakeholders can compare alternatives and maintain a consistent, compliant paper trail.
Two practical points often overlooked in employment contracts are operational controls and remedies. This agreement's monthly reporting, expense documentation, and not-to-exceed cap support compliance and budgeting, while insurance requirements shift risk away from the Company. The liquidated damages clause pairs with injunctive relief to enforce restrictions if one party breaches confidentiality. To keep the liquidated amount defensible, organizations should align it with foreseeable harm and ensure a clear definition of confidential and proprietary information to avoid disputes about what the employee is disclosing.
On competition policy, this model shows several alternatives to outright non-compete agreements. Non-solicitation agreements that focus on customers or other employees can be more targeted and easier to enforce under varied circumstances. A fair approach is to limit the scope to accounts the worker touched during a specified period and to avoid broad bans on engaging with a competing company that directly competes in unrelated markets.
NDAs and non-solicitation clauses together protect confidential information and trade secrets while preserving employee mobility and the ability to pursue future roles. Keep watch on the Federal Trade Commission's proposed rule and any final rule addressing practices the agency views as an unfair method of competition; many states specifically weigh differences in what they restrict.
Implementation matters. Establish access controls so only those with a need-to-know can view sensitive financial information, technology, or client data. Exclude pre-existing code with precise IP schedules and require third-party license logs to create an auditable chain of permissions.
Decide how offboarding will collect Company materials, terminate credentials, and remind a former employee of ongoing confidentiality obligations with the former employer. These operational steps reduce risks and help teams comply in the future.
Proposal Kit can streamline how you create and maintain coordinated packages: employment contracts paired with non-disclosure agreements NDAs, non-solicitation agreements, and consistent clauses. Document assembly and an AI Writer help write variants that match business interests, tailor restrictions to role and market, and keep language consistent across documents without unnecessary article breaks.
How do you write a Employment Non-Compete and Non-Disclosure document? - The Narrative
EMPLOYMENT AND NON-DISCLOSURE AGREEMENT
This Employment Agreement (the "Agreement") is entered into this Current Day day of Current Month, Current Year by and between Company Name, a State corporation (hereafter "Company"), and First Last (hereafter "Employee").
Company is in need of assistance on an hourly basis in the following areas for Company's clients ("Company's Client"):
Insert Type of Work, Position or Job Description Summary Here. Employee has agreed to perform work for Company on this project. "Pre-Existing Code" shall mean any method, practice, source code, object code, graphics or other resource incorporated into any deliverable. "Billable Hour" shall mean all hours recorded and billed to a Company Client or Work Order.
"Bench Rate" shall mean all hours recorded for internal or company-related work that is not billed to a Company Client or Work Order.
In consideration of the mutual covenants set forth in this Agreement, Company and Employee hereby agree as follows:
Employee shall be available and shall provide the following efforts and services as requested:
Insert Type of Work, Position or Job Description Summary Here. Company will compensate Employee on the following basis: Hourly Rate (United States Dollars) per billable hour ("Billable Hours" or "Client Hours"). Employee will submit written, signed reports of the time spent performing services under this Agreement, itemizing in reasonable detail the date on which services were performed, the number of hours spent on such date, and a brief description of the services rendered. Company will receive reports no less than once per month on or before the 3rd day of each month, and the total amount of work will not exceed Total Amount not to Exceed (United States Dollars).
Company shall pay Employee all amounts due within thirty (30) days after such reports are received.
Company will pay Employee for the following expenses incurred under this Agreement:
Negotiated on demand
Employee shall submit written documentation and receipts itemizing the date on which such expenses were incurred. Company shall pay Employee all amounts due within thirty (30) days after such reports are received. Employee will carry general liability, automobile liability, and employer's liability insurance in the amount of $1,000,000.00 (United States Dollars).
In the event Employee fails to carry such insurance or such insurance coverage lapses while this Agreement is in effect, Employee shall indemnify and hold harmless Company, its agents and employees, from and against any such damages, claims, and expenses arising out of or resulting from work conducted by Employee and its agents or employees. All work will be done in a competent manner in accordance with applicable standards of the profession and any specific requirements of Company contracts with clients, and all services are subject to final approval by Company prior to Company's payment. Employee shall make no representations, warranties or commitments binding Company without Company's prior written consent.
In the course of performing services, the parties recognize that Employee may come in contact with or become familiar with information which Company or its clients may consider confidential. This information may include, but is not limited to, information pertaining to design methods, pricing information, or work methods of Company, as well as information provided by clients of Company for inclusion in work to be developed for clients, which may be of value to competitors of Company or its clients. Employee agrees to keep all such information confidential and not to discuss any of it with anyone other than appropriate Company personnel or their delegates.
The parties agree that in the event of a breach of this Agreement, damages may be difficult to ascertain or prove. The parties therefore agree that if Client breaches this Agreement, Company shall be entitled to seek relief from a court of competent jurisdiction, including injunctive relief, and shall be entitled to an award of liquidated damages in the amount of one hundred thousand dollars ($100,000. This Agreement shall begin on Start Date and shall terminate on End Date, unless terminated for any reason by either party upon thirty (30) days prior written notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, by first-class regular mail, addressed to the other party's last known address.
This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment, extension, or change of the Agreement shall be binding unless it is in writing and signed by all of the parties hereto. This Agreement shall be binding upon and shall inure to the benefit of Company and to Company's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Employee of any of Employee's rights or obligations hereunder to any third party without Company's prior written consent.
All deliverables and associated documents, sketches, plans, improvements, source code or inventions developed by Employee during the term of this Agreement shall belong to Company and/or its clients for whom work is being performed by Employee. Company shall retain the right to require Employee to obtain written permission prior to Employee's use of any non-public, visual, audio or other representation of deliverables so long as it is not unreasonably withheld from Employee by Company.
Third-party Applications, Code, Objects and other Pre-existing Work(s)
Company recognizes that certain elements of deliverables may include pre-existing intellectual property ("Pre-Existing Works") that is wholly owned by the Employee. Employee grants non-transferable permission to Company to use, sell or otherwise distribute any deliverable that contains Pre-Existing Works it gives Company during the course of this Agreement. In the event that third-party resources are incorporated into deliverables presented to company, it is the Employee's obligation to provide a list of such third-party resources to Company. Employee agrees to not perform business for or solicit business from Company's Clients or Vendors for a period of two (2) years from the date this Agreement is signed, without prior written permission from Company.
This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs. If any portion of this Agreement is declared unenforceable, that portion shall be construed to give it the maximum effect possible, and the remainder of this Agreement shall continue in full force and effect.
All parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below:

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Frequently Asked Questions
How do I customize this contract to fit my business needs?
Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
Is this contract compliant with laws and regulations?
The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
Can I use the same contract for different clients or projects?
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What should I do if I encounter a clause or term I don't understand?
If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
How do I ensure that the contract is legally binding and enforceable?
To ensure that the contract is legally binding and enforceable, follow these steps:
- Complete all relevant sections: Make sure all blanks are filled in with accurate information.
- Include all necessary terms and conditions: Ensure that all essential elements, such as payment terms, deliverables, timelines, and responsibilities, are clearly defined.
- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.

By Ian Lauder

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